Diamondrock Hospitality Company (DRH)

The presence, in person or by proxy, of stockholders entitled to
cast a majority of all the votes entitled to be cast at the
annual meeting constitutes a quorum for the transaction of
business at the annual meeting. As of the record date, there
were 90,050,264 shares of common stock outstanding and
entitled to vote at the annual meeting. Shares that reflect
votes withheld for director nominees, abstentions or
broker non-votes (i.e., shares represented at the
meeting held by brokers or other nominees as to which
instructions have not been received from the beneficial owners
or persons entitled to vote such shares and with respect to
which, on one or more but not all matters, the broker or nominee
does not have discretionary voting power to vote such shares)
will be counted for purposes of determining whether a quorum is
present for the transaction of business at the annual meeting.

The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the annual meeting constitutes a quorum
for the transaction of business at the annual meeting. As of the record date, there were 95,682,469 shares of common stock outstanding and entitled to vote at the annual meeting. Shares that reflect
votes withheld for director nominees, abstentions or "broker non-votes" (i.e., shares represented at the meeting held by brokers or other nominees as to which instructions have not
been received from the beneficial owners or persons entitled to vote such shares and with respect to which, on one or more but not all matters, the broker or nominee does not have discretionary voting
power to vote such shares) will be counted for purposes of determining whether a quorum is present for the transaction of business at the annual meeting.